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A TRUE COPY
<br />CERTIFICATION ON LAST PAGE
<br />J.R. SMITH, CLERK
<br />b. Termination for Cause. The Department may terminate this Agreement if any of the events of default described
<br />in the Events of Default provisions below occur or in the event that Grantee fails to fulfill any of its other
<br />obligations under this Agreement. If, after termination, it is determined that Grantee was not in default, or that
<br />the default was excusable, the rights and obligations of the parties shall be the same as if the termination had
<br />been issued for the convenience of Department. The rights and remedies of Department in this clause are in
<br />addition to any other rights and remedies provided by law or under this Agreement.
<br />c. Grantee Obligations upon Notice of Termination After receipt of a notice of termination or partial termination
<br />unless as otherwise directed by Department, Grantee shall not furnish any service or deliverable on the date, and
<br />to the extent specified, in the notice. However, Grantee shall continue work on any portion of the Agreement
<br />not terminated. If the Agreement is terminated before performance is completed, Grantee shall be paid only for
<br />that work satisfactorily performed for which costs can be substantiated. The Grantee shall not be entitled to
<br />recover any cancellation charges or lost profits.
<br />d. Continuation of Prepaid Services. If Department has paid for any services prior to the expiration, cancellation,
<br />or termination of the Agreement, Grantee shall continue to provide Department with those services for which it
<br />has already been paid or, at Department's discretion, Grantee shall provide a refund for services that have been
<br />paid for but not rendered.
<br />e. Transition of Services Upon Termination Expiration or Cancellation of the Ajseement If services provided
<br />under the Agreement are being transitioned to another provider(s), Grantee shall assist in the smooth transition
<br />of Agreement services to the subsequent provider(s). This requirement is at a minimum an affirmative
<br />obligation to cooperate with the new provider(s), however additional requirements may be outlined in the Grant
<br />Work Plan. The Grantee shall not perform any services after Agreement expiration or termination, except as
<br />necessary to complete the transition or continued portion of the Agreement, if any.
<br />14. Notice of Default.
<br />If Grantee defaults in the performance of any covenant or obligation contained in the Agreement, including, any of
<br />the events of default, Department shall provide notice to Grantee and an opportunity to cure that is reasonable under
<br />the circumstances. This notice shall state the nature of the failure to perform and provide a time certain for correcting
<br />the failure. The notice will also provide that, should the Grantee fail to perform within the time provided, Grantee will
<br />be found in default, and Department may terminate the Agreement effective as of the date of receipt of the default
<br />notice.
<br />15. Events of Default.
<br />Provided such failure is not the fault of Department or outside the reasonable control of Grantee, the following non-
<br />exclusive list of events, acts, or omissions, shall constitute events of default:
<br />a. The commitment of any material breach of this Agreement by Grantee, including failure to timely deliver a
<br />material deliverable, failure to perform the minimal level of services required for a deliverable, discontinuance of
<br />the performance of the work, failure to resume work that has been discontinued within a reasonable time after
<br />notice to do so, or abandonment of the Agreement;
<br />b. The commitment of any material misrepresentation or omission in any materials, or discovery by the Department
<br />of such, made by the Grantee in this Agreement or in its application for funding;
<br />c. Failure to submit any of the reports required by this Agreement or having submitted any report with incorrect,
<br />incomplete, or insufficient information;
<br />d. Failure to honor any term of the Agreement;
<br />e. Failure to abide by any statutory, regulatory, or licensing requirement, including an entry of an order revoking
<br />the certificate of authority granted to the Grantee by a state or other licensing authority;
<br />f. Failure to pay any and all entities, individuals, and furnishing labor or materials, or failure to make payment to
<br />any other entities as required by this Agreement;
<br />g. Employment of an unauthorized alien in the performance of the work, in violation of Section 274 (A) of the
<br />Immigration and Nationality Act;
<br />h. Failure to maintain the insurance required by this Agreement;
<br />i. One or more of the following circumstances, uncorrected for more than thirty (30) days unless, within the
<br />specified 30 -day period, Grantee (including its receiver or trustee in bankruptcy) provides to Department adequate
<br />assurances, reasonably acceptable to Department, of its continuing ability and willingness to fulfill its obligations
<br />under the Agreement:
<br />i. Entry of an order for relief under Title 11 of the United States Code;
<br />ii. The making by Grantee of a general assignment for the benefit of creditors;
<br />iii. The appointment of a general receiver or trustee in bankruptcy of Grantee's business or property;
<br />and/or
<br />Attachment 1
<br />6of12
<br />Rev. 10/3/2022
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